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OMB APPROVAL
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UNITED STATES OMB Number: 3235-0145
SECURITIES AND EXCHANGE COMMISSION Expires: August 31, 1999
WASHINGTON, D.C. 20549 Estimated average
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SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2 )*
Gulfstream Aerospace Corporation
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(Name of Issuer)
Common Stock, par value $.01
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(Title of Class of Securities)
40273410
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(CUSIP Number)
- --------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS
A CURRENTLY VALID OMB CONTROL NUMBER.
<PAGE>
CUSIP No. 40273410 13G Page 2 of 9 Pages
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Forstmann Little & Co. Subordinated Debt and Equity
Management Buyout Partnership-IV
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 5 SOLE VOTING POWER
SHARES 10,265,915
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH None
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 10,265,915
8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,265,915
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.1%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 40273410 13G Page 3 of 9 Pages
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gulfstream Partners
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 5 SOLE VOTING POWER
SHARES 2,674,325
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH None
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 2,674,325
8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,674,325
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.7%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 40273410 13G Page 4 of 9 Pages
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gulfstream Partners II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 5 SOLE VOTING POWER
SHARES 3,614,135
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH None
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 3,614,135
8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,614,135
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SEC 1745 (2-95)
ITEM 1(a). Name of Issuer
Gulfstream Aerospace Corporation
ITEM 1(b). Address of Issuer's Principal Executive Offices
P.O. Box 2206
500 Gulfstream Road
Savannah, Georgia 31402-2206
ITEM 2(a). Name of Persons Filing
This Amendment No. 2 to the Schedule 13G is filed by
(i) Forstmann Little & Co. Subordinated Debt and Equity
Management Buyout Partnership-IV ("MBO-IV"), (ii)
Gulfstream Partners and (iii) Gulfstream Partners II,
L.P.
ITEM 2(b). Address of Principal Business Office or if None,
Residence
The address of the principal business office of each
Reporting Person is:
c/o Forstmann Little & Co.
767 Fifth Avenue
New York, New York 10153
ITEM 2(c). Citizenship
MBO-IV, Gulfstream Partners and Gulfstream Partners II,
L.P. are each New York limited partnerships
ITEM 2(d). Title of Class of Securities
The Securities to which this statement relates are
shares of Common Stock, par value $.01 per share, of
the Issuer ("Common Stock").
ITEM 2(e). CUSIP Number
The CUSIP Number for the Common Stock is 40273410.
ITEM 3. If this statement is filed pursuant to ss. ss.
240.13d-1(b), or 240.13d-2(b) or (c), check whether the
person filing is a:
(a) [ ] Broker or dealer registered under section 15
of the Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section
3(a)(19) of the Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8
of the Investment Company Act of 1940 (15
U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with ss.
240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance with ss. 240.13d-1(b)(ii)(F);
(g) [ ] A parent holding company or control person in
accordance with ss. 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section
3(b) of the Federal Deposit Insurance Act (12
U.S.C. 1813);
(i) [ ] A church plan that is excluded from the
definition of an investment company under
section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3)
(j) [ ] Group in accordance with
ss. 240.13d-1(b)(l)(ii)(J).
None of the options apply. This Amendment No. 2 to the
Schedule 13G is being filed pursuant to Rule 13d-1(d).
ITEM 4. Ownership
(1) MBO-IV:
(a) Amount Beneficially Owned
MBO-IV, a New York limited partnership, directly
owns 10,265,915 shares of Common Stock. FLC XXIX,
L.P., a New York limited partnership having its
principal business office at the address set forth
in response to Item 2(b) of this statement, is the
general partner of MBO-IV and, accordingly, may be
deemed to share beneficial ownership of these
shares of Common Stock, but specifically disclaims
any such beneficial ownership pursuant to Rule
13d-4. Theodore J. Forstmann, Nicholas C.
Forstmann, Steven B. Klinsky, Sandra J. Horbach,
Winston W. Hutchins, Thomas H. Lister and Erskine
B. Bowles, each a United States citizen with his
principal place of business at the address set
forth in response to Item 2(b) of this statement,
are the general partners of FLC XXIX, L.P. and
(other than Ms. Horbach, Mr. Lister and Mr.
Bowles, who do not have any voting or investment
power with respect to, or any economic interest in
the shares of Common Stock owned by MBO-IV) may be
deemed to share beneficial ownership of these
shares of Common Stock. All the general partners
of FLC XXIX, L.P. specifically disclaim any such
beneficial ownership pursuant to Rule 13d-4.
Theodore J. Forstmann and Sandra J. Horbach hold
stock options, granted by the Issuer and currently
exercisable, for 108,594 shares of Common Stock
and 21,719 shares of Common Stock, respectively
(which amounts are not included in the amount
owned by MBO-IV). Under Rule 13d-3, Mr. Forstmann
and Ms. Horbach are deemed to be the beneficial
owners of the shares of Common Stock issuable
pursuant to the respective options they hold.
(b) Percent of Class
The Shares of Common Stock owned by MBO-IV
represent approximately 14.1% of the outstanding
Common Stock.
(c) Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote -
10,265,915.
(ii) Shared power to vote or to direct the vote
- None.
(iii) Sole power to dispose or to direct the
disposition of - 10,265,915.
(iv) Shared power to dispose or to direct the
disposition of - None.
(2) Gulfstream Partners:
(a) Amount Beneficially Owned
Gulfstream Partners, a New York limited
partnership, directly owns 2,674,325 shares of
Common Stock. FLC XXI Partnership, a New York
general partnership having its principal business
office at the address set forth in response to
Item 2(b) of this statement, is the general
partner of Gulfstream Partners and, accordingly,
may be deemed to share beneficial ownership of
these shares of Common Stock, but specifically
disclaims any such beneficial ownership pursuant
to Rule 13d-4. Wm. Brian Little, Nicholas C.
Forstmann, Steven B. Klinsky, Winston W. Hutchins,
John A. Sprague, Wm. Brian Little IRA, Winston W.
Hutchins IRA, John A. Sprague IRA and TJ/JA L.P.,
a Delaware limited partnership, are the general
partners of FLC XXI Partnership and may be deemed
to share beneficial ownership of these shares of
Common Stock, but specifically disclaim any such
beneficial ownership pursuant to Rule 13d-4. Wm.
Brian Little, Nicholas C. Forstmann, Steven B.
Klinsky, Winston W. Hutchins and John A. Sprague,
is each a United States citizen. Messrs.
Forstmann's, Klinsky's and Hutchins' principal
place of business is the address set forth in
response to Item 2(b) of this statement. Mr.
Little's address is 630 Fifth Avenue, 26th Floor,
New York, New York 10111. Mr. Sprague's address is
30 Rockefeller Plaza, 45th Floor, New York, New
York 10112. Wm. Brian Little is the sole owner of
Wm. Brian Little IRA, his individual retirement
account. Winston W. Hutchins is the sole owner of
Winston W. Hutchins IRA, his individual retirement
account. John A. Sprague is the sole owner of John
A. Sprague IRA, his individual retirement account.
Theodore J. Forstmann, a United States citizen
whose principal place of business is at the
address set forth in response to Item 2(b) of this
statement is the general partner of TJ/JA L.P.
Theodore J. Forstmann holds stock options, granted
by the Issuer and currently exercisable, for
108,594 shares of Common Stock (which amount is
not included in the amount owned by Gulfstream
Partners). Under Rule 13d-3, Mr. Forstmann is
deemed to be the beneficial owner of the shares of
Common Stock issuable pursuant to the options he
holds.
(b) Percent of Class
The shares of Common Stock owned by Gulfstream
Partners represents approximately 3.7% of the
outstanding Common Stock.
(c) Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote -
2,674,325.
(ii) Shared power to vote or to direct the vote
- None.
(iii) Sole power to dispose or to direct the
disposition of - 2,674,325.
(iv) Shared power to dispose or to direct the
disposition of - None.
(3) Gulfstream Partners II, L.P.:
(a) Amount Beneficially Owned
Gulfstream Partners II, L.P., a New York limited
partnership, directly owns 3,614,135 shares of
Common Stock. FLC XXIV Partnership, a New York
general partnership having its principal business
office at the address set forth in response to
Item 2(b) of this statement, is the general
partner of Gulfstream Partners II, L.P. and,
accordingly, may be deemed to share beneficial
ownership of these shares of Common Stock, but
specifically disclaims any such beneficial
ownership pursuant to Rule 13d-4. Theodore J.
Forstmann, Nicholas C. Forstmann, Wm. Brian
Little, John A. Sprague, Steven B. Klinsky, Sandra
J. Horbach and Winston W. Hutchins, each a United
States citizen, are the general partners of FLC
XXIV Partnership and may be deemed to share
beneficial ownership of these shares of Common
Stock, but specifically disclaim any such
beneficial ownership pursuant to Rule 13d-4. The
principal place of business for each of the
general partners of Gulfstream Partners II, L.P.,
other than Messrs. Little and Sprague, is set
forth in response to Item 2(b). Messrs. Little's
and Sprague's addresses are set forth in paragraph
2(a) of the response to Item 4 of this statement.
Theodore J. Forstmann and Sandra J. Horbach hold
stock options, granted by the Issuer and currently
exercisable, for 108,594 shares of Common Stock
and 21,719 shares of Common Stock, respectively
(which amounts are not included in the amounts
owned by Gulfstream Partners II, L.P.). Under Rule
13d-3, Mr. Forstmann and Ms. Horbach are deemed to
be the beneficial owners of the shares of Common
Stock issuable pursuant to the respective options
they hold.
(b) Percent of Class
The shares of Common Stock owned by Gulfstream
Partners II, L.P. represent approximately 5.0% of
the outstanding Common Stock.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote -
3,614,135.
(ii) Shared power to vote or to direct the vote
- None.
(iii) Sole power to dispose or to direct the
disposition of - 3,614,135.
(iv) Shared power to dispose or to direct the
disposition of - None.
ITEM 5. Ownership of Five Percent or Less of a Class
Gulfstream Partners beneficially owns less than 5% of
the outstanding Common Stock of the Issuer.
ITEM 6. Ownership of More than Five Percent on Behalf of
Another Person
Not Applicable.
ITEM 7. Identification and Classification of the Subsidiary
which Acquired the Security being Reported on by the
Parent Holding Company
Not Applicable.
ITEM 8. Identification and Classification of Members of the Group
Not Applicable.
ITEM 9. Notice of Dissolution of Group
Not Applicable.
ITEM 10. Certification
Not Applicable.
<PAGE>
SIGNATURE
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: February 11, 1999 Forstmann Little & Co. Subordinated Debt
and Equity Management Buyout Partnership-IV
By: FLC XXIX, L.P.
General Partner
By: /s/ Winston W. Hutchins
--------------------------------------
Winston W. Hutchins
General Partner
Dated: February 11, 1999 Gulfstream Partners
By: FLC XXI Partnership, L.P.
General Partner
By: /s/ Winston W. Hutchins
--------------------------------------
Winston W. Hutchins
General Partner
Dated: February 11, 1999 Gulfstream Partners II, L.P.
By: FLC XXIV Partnership
General Partner
By: /s/ Winston W. Hutchins
--------------------------------------
Winston W. Hutchins
General Partner
